**SCHEDULE 3** 

 **CONDITIONS PRECEDENT** 

  

 **Part A –
Lessor Conditions Precedent** 

  

 On or before the Scheduled Delivery Date,
Lessee shall comply with the Conditions Precedent set out below by ensuring that Lessor receives the following documents and by taking the actions described below, in each case in a manner reasonably satisfactory to Lessor. All documents delivered
to Lessor pursuant to this Schedule 3 will be in English, or if not in English, will be accompanied by a certified English translation: 

  




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| 1. | **Conditions Precedent to be Satisfied by Lessee**  |

  




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|   | (a) | **Opinion**: an original, signed opinion substantially in the form of Schedule 8-A will be issued on the Delivery Date by Lessee’s legal counsel with respect to the Laws of
the State of New York, the state of the location of Lessee’s chief executive offices and the State of Incorporation;  |

  




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|   | (b) | **Approvals/Filings**: all approvals, licenses and consents which may be required in relation to, or in connection with the performance by Lessee of any of its obligations under
the Lease. In addition, Lessee shall satisfy Lessor that all filings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the validity, effectiveness and enforceability of the Lease and
to protect the property rights of Owner in the Aircraft, any Engine or any Part;  |